➥ CASE SUMMARY OF:
Central Bank of Nigeria v Adani Mega System Limited (CA/ABJ/CV/1300/2023, 25th April 2025)
by Branham Chima (LL.B.)
➥ SUBJECT MATTER(S)
Jurisdiction;
Simple contract;
Contract with statutory flavour;
Dumping of documents;
Material issues.
➥ CASE FACT/HISTORY
According to the appellant, the summary of the facts of the case of the Respondent in its amended statement of claim dated 23/3/2023 was that it entered into the agreement with the appellant on an exclusive basis. That the Respondent claimed that it had substantially performed its obligations under the agreement but that the appellant terminated the contract. The appellant stated that its case was that in violation of the agreement, the Respondent had subcontracted/outsourced critical components of the project to third parties and different entities in the United Kingdom. That on getting credible information by a letter dated 13/7/2017, the appellant initially wrote to the Respondent suspending the execution of the project. Shortly after, the appellant via another letter dated 18/9/2018 cancelled the agreement in its entirety.
The trial court delivered its Judgment and granted the Respondent’s claims in part. The appellant was dissatisfied and then filed appeal to this court on 22/9/2023.
➥ ISSUE(S)
I. Whether the trial court had jurisdiction to entertain this suit which according to the appellant was based on simple contract?
II. Whether the trial Court denied the Appellant fair hearing when it did not allegedly consider all materials it placed before the trial Court arising from its pleadings, evidence and final written address inclusive of the alleged failure of the trial Court to consider all issues for determination as argued by the Appellants in its final written address?
III. Whether the trial Court was right in entering Judgment in favour of the Respondent when the documents tendered by it were dumped on the trial Court without them being linked to the pleadings and evidence of the Respondent’s witness?
IV. Whether the Respondent had completed execution of the contract awarded to it by the Appellant prior to its cancellation and if not whether the lower Court was these wrong right to have based its judgment on assumptions/findings including its findings of non denial of completion of the contract by the Appellant?
V. Whether the Respondent proved any entitlement and monies that accrued to it under the contract and proved its case against the Appellant on the balance of probabilities?
VI. Whether the trial Court was wrong to have agreed with the advice of the mediator (i.e. the Attorney General of the Federation) to the parties that the recommendation of a mediator did not extinguish the rights of parties to go back to the Court to settle their dispute?
VII. Whether the Respondent breached the contract between it and the Appellant and the Respondent was therefore not entitled to judgment?
➥ RESOLUTION(S) OF ISSUES
[APPEAL DISMISSED]
↪️ ISSUE 1: IN RESPONDENT’S FAVOUR.
[THIS CONTRACT HAS STATUTORY FLAVOUR
‘My Lords upon a calm and due consideration of the facts of this case, reliefs sought by the Respondent and the interpretation of various statutory provisions cited by the parties, it is my humble but firm view that having regard to the agreement of the parties that led to the execution of exhibit PL3 (build, operate and own agreement) for the provisions of the scanning services infrastructure required for Pre-Shipment Inspection of all in bound and out bound. cargo as prescribed by Nigerian law, the contract is not an ordinary simple contract. It is a contract that has statutory flavour. In other words, it is a contract regulated by statute. That is regulated by the provisions of Pre-Shipment Inspection of Import Act Cap 25 Laws of the Federation of Nigeria 2004 and Pre-Shipment Inspection of Export Act Cap 26 Laws of the Federation of Nigeria. Therefore where there is a dispute arising from the said contract regulated by statute, it is the statute itself that will determine the forum where the aggrieved party will ventilate its greviance.’
‘My Lords contrary to the submissions of Appellant’s Counsel, the entire amended statement of claim of the Respondent of 32 paragraphs which is the process that will be considered to determine the jurisdiction of the trial court to entertain the suit, bordered on compliance and violation of the provisions of Pre-Shipment Inspection Act by the Appellant and Respondent. The entire agreement exhibit PL3 in evidence which governs parties’ relationship that copious reference was made to in the amended statement of claim, is predicated on the provisions of Pre-Shipment Inspection of Import and Export Act Caps 25 & 26 Laws of Federation 2004. The Respondent need not in each paragraph of its amended statement of claim and witness written statement on oath mention expressly Pre-Shipment Inspection of Export and Import Acts provided facts are pleaded in the amended statement of claim which show compliance or violation of the provisions of Act. Therefore my Lords where there is a dispute arising from the contract, it is the law or the statute that will be considered to determine the forum where such complaint could be filed. In this case, it is the Pre-Shipment Inspection Export Act Cap 25 laws of the Federation and Pre-Shipment Inspection of Import Act Cap 26 laws of the Federation 2004 that conferred jurisdiction on the trial court being the Federal High Court to entertain this suit.’
IT IS THE FEDERAL HIGH COURT THAT HAS JURISDICTION BEING A CONTRACT ON PRE-SHIPMENT ACT
‘My Lords contrary to the submissions of Learned Senior Counsel for the appellant, the words “every proceedings” cannot by any stretch of imagination be construed that it is referred to criminal proceedings only. It refers to all procedings whether civil or criminal as such any dispute arising from the contract can only be commenced at the Federal High Court. This is so because it is only in section 18(1) of the Pre- Shipment Inspection of Export Act that reference is made to criminal offences and penalties for unlawful exportation while the entire sections 1 to 17 of Act made reference to civil rights and obligations of persons involved in Pre-Shipment Inspection of goods for Export services.’
‘In this case, the reliefs endorsed on the Respondent’s writ of summons and facts pleaded in its amended statement of claim relate to an infraction of the provisions of Pre-Shipment Inspection of Import and Export Act Caps 25 and 26 Laws of the Federation 2004. I have no doubt in my mind that the trial court was right when it held that the court that has jurisdiction to entertain the suit by virtue of section 20(3) of the Act, is the Federal High Court, the trial court herein. Where words used in an enactment are clear and unambigous, it is the court’s duty to give effect to them. The law is clear that when the content of a statute is clear and unambiguous, the judicial enquiry terminates there. A court is therefore not permitted to distort a statute’s meaning in order to conform with the Judge’s view of sound social policy. See ADEWUMI VS ATTORNEY GENERAL EKITI STATE (2002) 2 NWLR PT. 751 P. 424. The duty of the Court in such a circumstance is to apply the words as used by the Legislature. This is in line with the provisions of section 251(1) of 1999 constitution as amended which provides: “Notwithstanding any thing to the contrary contained in this constitution and in addition to such other jurisdiction as may be conferred upon it by an act of the National Assembly the Federal High Court shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters”.’
AN ACT OF THE NATIONAL ASSEMBLY CAN CONFER ADDITIONAL JURISDICTION ON THE FEDERAL HIGH COURT AS IN THIS CASE
‘The implication of the above cited provisions of section 251(1) of 1999 Constitution as amended in my view is that it is not only the said section 251 (1) of 1999 constitution as amended that confers jurisdiction on the Federal High Court to entertain proceedings on eighteen matters listed therein. An Act of National Assembly can confer additional jurisdiction on Federal High Court to entertain any matter that is not mentioned in section 251(1) of 1999 constitution as amended. In this regard, section 20(3) of Pre-Shipment Inspection of Export Act confered additional jurisdiction on Federal High Court to entertain proceedings relating to the enforcement of the provisions of the Pre-Shipment Inspection of Export & Import Acts Caps 25 and 26 Laws of the Federation 2004 as it affects contract regulated by statute. Therefore the trial court was right when it held that the trial court had jurisdiction to entertain this suit. Learned Senior Counsel for the Appellant cited several decisions of the Supreme Court in this regard to persuade the Court to agree with him that the suit of the Respondent relates to simple contract that cannot be filed at Federal High Court. My Lords, the facts and issues that arose in those cases cited by the Appellant’s counsel are different from issues that arose in this matter.’]
.
.
↪️ ISSUE 2: IN RESPONDENT’S FAVOUR.
[THE TRIAL COURT CONSIDERED ALL ISSUES AND MATERIALS PLACED BEFORE IT
‘On the issue that the trial Court did not consider Appellant’s issues 1, 2, 3 & 4 submitted for determination in the Appellant’s final written address at the trial Court at page 1298 of the record, the trial court made it clear that those issues have already been determined by it in the Appellant’s preliminary objection and there was no need in my view for the trial Court to make fresh pronouncements on them. The trial Court at page 1298 of the records Volume 2 held: “I deliberately decided not to address issues 1, 2, 3, 4 submitted for determination in the defendant’s final written address. This is because I have already decided the said issues while resolivng the defendant’s preliminary objection. Learned Counsel to the defendant while arguing the said issues raised therein the competence and indeed the jurisdiction of this Court to entertain this action on the ground that this Court lacks jurisdiction to entertain cases bordering on simple contract.”
Besides, Courts at various levels are allowed to reframe issues for the propose of determining the real facts of the case .. before them so long as it does not lead to injustice. The trial Court has an unfettered discretion to re-arrange issues for determination by the parties to meet the justice of the case. In this case, the Appellant was not prejudiced. The issues claimed not to have been considered and decided had already been decided by trial Court and would not serve any useful purpose repeating them. Beyond this, issues claimed not to have been decided by trial Court has nothing to do with the justice of the case, that is whether the Appellant was justified in unilaterally violating the contract that was feely entered into by the parties. See the following cases: AFRICAN INTERNATIONAL BANK LTD V INTEGRATED DIMENSIONAL SYSTEMS & OTHERS (2012) LPELR 9710 SC; PLATEAU STATE HEALTH SERVICES MANAGEMENT BOARD & ANOR V GOSHIVE (2012) LPELR 9830 SC: where Supreme Court held that a Court of law has an unfettered discretion to re-arrange issues for determiantion submitted by the parties to meet the justice of the case. The trial Court did not deny the Appellant fair hearing in this matter. Fair hearing lies in the procedure followed in the determination of the case not in the correctness of the decision.’]
.
.
↪️ ISSUE 3: IN RESPONDENT’S FAVOUR.
[AFTER LAYING FOUNDATION WITH RESPECT TO THE DOCUMENTS; WITNESS IS NOT ALLOWED TO GIVE FRESH EVIDENCE IN CHIEF
‘My Lords with the greatest respect to him, learned Senior Counsel for the Appellant missed the point here. This is an appeal against the decision of Federal High Court that has its Rules of Procedure and not an appeal against a decision from Election Tribunal affirmed by the Supreme Court. Under Federal High Court (Civil Procedure) Rules 2019, documents are pleaded and frontloaded. Facts relating to documents are pleaded and evidence given in a written statement on oath. Once it is adopted and tendered in Court becomes the Plaintiff’s evidence in chief. In this case, facts relating to the documents admitted in evidence as exhibits P1 to P19 are pleaded in the Respondent’s amended statement of claim at pages 777 786 of the record and evidence led in the Plaintiff’s witness written statement on oath which is at pages 787 to 796 of the records. I came from the Federal High Court Bench. This appeal emanated from a decision made by the Federal High Court. After laying foundation for admissibility of these documents in some cases, the witness is not allowed to give fresh evidence in chief with respect to those documents pleaded in the statement of claim. This is so because the facts relating to these documents are already pleaded.’
THE DOCUMENTS WERE NOT DUMPED ON THE COURT
‘However, Appellant was at liberty to cross examine Respondent’s witness and elicit evidence from him as regard the relevance of these documents in the case. From the evidence arising from the documents tendered at pages 1256 1258 of the record, the Appellant cross examined PW1 on those documents. The Appellant will certainly have itself to blame if it dd not cross examine PW1 on the whole documents admitted in evidence as exhibits PL1 to PL19. The Respondent did not dump exhibits PL1 to PL19 on the trial Court. Facts related to these documents were pleaded and evidence led in the Plaintiffs witness written statement on oath.’]
.
.
↪️ ISSUE 4: IN RESPONDENT’S FAVOUR.
[THE RESPONDENT HAD COMPLETED THE EXECUTION OF THE CONTRACT
‘My Lords having regard to averment in paragraph 10 of the Respondent’s amended statement of claim at page 777 of the records and paragraph 11 of the Respondent’s witness written statement on oath at page 789 of the records and the evidence of PW1 under cross examination at page 1258 Vol. 2 of the records of appeal, the Respondent had indeed. completed the said contract. PW1 under cross examination at page 1258 stated as follows: “It is not correct that the P1 has not delivered any portion of the contract before the termination of the contract by the 2nd Defendant. This is because the P1 was required to deliver five deliverables deliverable in the contract that was of a software nature. Those five had been completed as stated in our milestone Report to the Technical Committee of the Comprehensive Import Supervision Scheme (CISS) under the CBN. This state of affairs was accepted in the CISS Report to us we had invited them for trainning on the new deployed platform which they responded by commending us.” ” From the record, the above evidence was not denied or rebutted by the Appellant’s sole witness in whatever form either by statement in evidence or during cross examination. Evidence not denied by a party is deemed to be admitted as true and established.’]
.
.
↪️ ISSUE 5: IN RESPONDENT’S FAVOUR.
[‘The trial Court in the judgment granted Reliefs 32(a), (b), (c), (d), (e), (g), (k). Relief 32(k) is a relief for an order of this Court to release and pay to the Plaintiff forthwith all its entitlements and monies that accrued to it under the contract. Above is the Judgment Order that is positive and clear. What the Respondent is entitled to is clear under the contract. The contract has been completed. The Respondent has proved its case and entitled to monies that has accrued to it under the contract against the Appellant on the balance of probabilities. See Sections 133(1) and (2) of the Evidence Act, Cap E14, 2011. The Respondent has adduced sufficient evidence before the trial Court to be entitled to its claim under the contract.’]
.
.
↪️ ISSUE 6: IN RESPONDENT’S FAVOUR.
[‘My Lords I have considered argument on both sides. It is my humble but firm view that the trial Court was not wrong when it yielded to the advice of the mediator that mediation does not extinguish the rights of the parties to go back to Court to settle their dispute. This is so because the Hon. Attorney General’s role in the mediation was merely advisory and not enforceable in law. The Attorney General’s advice did not fully and finally determine or dispose of the parties’ rights and obligations.’]
.
.
↪️ ISSUE 7: IN RESPONDENT’S FAVOUR.
[THE APPELLANT UNILATERALLY CANCELLED THE CONTRACT AND THAT IS A BREACH
‘In this case, the Appellant unilaterally and purportedly suspended or cancelled the contract validly given by the Technical Committee on CISS. It is immaterial and of no moment that the letter Appellant issued dated 18/9/2017 exhibit PL 16 addressed to the Respondent in evidence captioned Notice of Cancellation of Agreement stated: “We write to convey the decision of the Technical Committee.” This is because there is no evidence by the Appellant before the trial Court that shows that there was a consensus of all or majority of members and there was even a meeting called and a quorum of five attended in line with the provisions of Section 15(4) of the Act to take a decision to suspend or cancel the Respondent’s contract with the Appellant. The action of the Appellant in this regard was a gross violation of the provisions of Pre-shipment Inspection of Export and Import Acts Cap 25 & 26 of the Law of the Federation 2004. This cannot stand and the Appellant’s action cannot survive a minute longer. It must be struck down today. The Appellant cannot cancel a contract that has been executed. The Appellant in its letter dated 25/5/2017 exhibit PL8 even commended the Respondent for a job well done and agreed to send personnels for training as requested by the Respondent. In fact in that letter the Appellant stated that relevant stakeholders have been contacted to submit their nomination and hope to revert to the Respondent soon. After committing huge expenses to execute the contract, the next thing the Respondent received from the Appellant was a letter dated 18/9/2017 exhibit PL16 purporting to cancel the contract. This is unlawful, null and void.’]
.
.
.
✓ DECISION:
‘Having resolved the eight issues submitted by the appellant for resolution against it, it is my view that the appeal lacks merit. It is accordingly dismissed with cost of 2 million naira awarded in favour of the Respondent payable by the Appellant forthwith.’
➥ FURTHER DICTA:
⦿ LEARNED COUNSEL CITED IRRELEVANT CASES
Learned Counsel for Appellant wasted precious judicial time of this court citing irrelevant cases. These are decisions of the Supreme Court arising from Election Tribunal’s decisions that did not interpret the Federal High Court (Civil Procedure) Rules 2019 that regulated proceedings leading to this appeal. Appellant’s issue 4 is a reckless and hopeless waste of valuable judicial time. However it would be a different matter if it was an appeal agaisnt a decision in a criminal matter where documents are not frontloaded, a witness in a criminal matter cannot dump documents on the trial Court. A witness must speak to the documents in evidence, like I have already held in this Judgment, this issue ought not to have been raised. It lacks merit, it is accordingly resolved in favour of the Respondent against the Appellant. — O. E. Abang JCA.
➥ LEAD JUDGEMENT DELIVERED BY:
Okon Efreti Abang, JCA.
➥ APPEARANCES
⦿ FOR THE APPELLANT(S)
S. K. Abdul Salem
⦿ FOR THE RESPONDENT(S)
Taiwo Ade
➥ MISCELLANEOUS POINTS
➥ REFERENCED (LEGISLATION)
Section 20(3) of Pre-Shipment Inspection of Export Act Cap 25 laws of the Federation 2004 provides: “Every proceeding under this Act shall subject to the applicable procedure be commenced at the Federal High Court and any reference to this Act to Court shall be construed accordingly.”
➥ REFERENCED (CASE)
➥ REFERENCED (OTHERS)